Video Transcript:

The following information is provided for educational purposes only and in no way constitutes legal, tax, or financial advice. For legal, tax, or financial advice specific to your business needs, we encourage you to consult with a licensed attorney and/or CPA in your State. The following information is copyright protected. No part may be redistributed, copied, modified or adapted without prior written consent of the author. In this video, we are going to teach you how to research and choose your desired LLC name. The purpose of this video is to help you: avoid infringing upon someone else’s name rights, to help you differentiate your business name from existing entities, and to make sure your desired LLC name is available for use. In order to make sure your desired LLC name is available for use, you will need to search it against the existing organized entities on the State’s online database. We will first walk you through some requirements and restrictions and then later we will show you how to perform your search. Name Requirements. Your LLC name must end with the words “Limited Liability Company”, or the abbreviations “L.L.C.” or “LLC”. Using the abbreviation “LLC” is the most common. For example, Joe wants to start a company by the name “Joe’s Landscaping Services”. Since he is forming an LLC, he must file under the name “Joe’s Landscaping Services, LLC”. Again, using the abbreviation “LLC” (or the full word “Limited Liability Company”) is a requirement when forming an LLC. Name Restrictions. Your LLC name cannot imply that it is a corporation. You are not allowed to use the words “Corporation” or “Incorporated”, or the abbreviations “Corp.” or “Inc.” anywhere in your LLC name. Let’s look at our example again. Since Joe wants to form an LLC, he cannot call his company “Joe’s Landscaping Services, Inc., LLC” or “Joe’s Landscaping Services Incorporated, LLC”. Your desired LLC name must also be “distinguishable”. This means it cannot be too similar to the names of existing organized entities that are found in the results during the search of the database. We will now illustrate several examples of distinguishability, and we will provide examples you may see while performing your search. Differences in designators, which are the identifiers at the end of a business name, do not create distinguishability. Examples of designators would be “Inc.” or “Corp.” (for Corporations) and “LLC” or “L.L.C” (for Limited Liability Companies). There are other designators as well, but these are the most commonly used. For example, your desired LLC name is “Smith Investments, LLC”, but during the search of the database, let’s say you found the business under the name “Smith Investments, Inc.” In this example, your desired LLC name would not be available for use. You would have to think of an alternative name that is unique and different. An example would be “Smith Financial Group, LLC”. Grammatical Differences. The following do not create distinguishability: differences and variables in singular, plural, and possessive forms of a word. For example, your desired LLC name is “Apple Farm, LLC”. Let’s just say during the search you found the business under the name “Apple Farms, LLC”, or let’s say you also found a business under “Apple’s Farm, LLC” (with an apostrophe “s”). Both of these names, although slightly different, are too similar and therefore your desired LLC name would not be available for use. An example of an alternative name would be “Bob’s Apple Orchard, LLC”. The following do not create distinguishability: differences in articles such as “A”, “An”, or “The”. For example, your desired LLC name is “Print Shop, LLC”. Let’s just say that during the search of the database you found a business called “The Print Shop, LLC”, or you found a business called “A Print Shop, LLC”. Again, although they seem different, these names are all the same in the eyes of the State, and therefore your desired LLC name would not be available for use. An alternative name would be “Printing Solutions, LLC”. The following also do not create distinguishability: the use of conjunctions such as “And”, “Or”, and the ampersand symbol (&). Let’s say your desired LLC name is “Night & Day, LLC” with the ampersand symbol (&). But during your search, you find a “Night and Day, LLC”, or you found a “Night Day LLC”. Again, both of these examples are too similar, and your desired LLC name is not distinguishable and therefore not available for use. An example of an alternative name would be “Moon and Sunshine, LLC”. The following also do not create distinguishability: the use of certain punctuation such as hyphens, slashes, periods, commas, etcetera. Let’s say your desired LLC name is “Peter Paul & Mary Studios, LLC”, but during your search you found “Peter-Paul-Mary Studios, Incorporated”, or you found a “Peter, Paul, and Mary Studios, Incorporated”. Again, both of these examples are too similar, and therefore your desired LLC name would not be available for use. An alternative example would be “PPM Productions, LLC”. Alphanumeric: differences in numerical, or written numbers does not create distinguishability. For example, Let’s say your desired LLC name is “Three Teachers Consulting, LLC” (with the number “three” spelled out), but during your search of the database you found a company called “3 Teachers Consulting, LLC” (with the number “3”). Again, these are deceptively similar; the State does not look at these as any different, and therefore your desired LLC name would not be available for use. An alternative example would be “A Few Good Teachers Consulting, LLC”. Deceptively Similar. Names that are too similar to existing organized entities also do not create distinguishability. For example, your desired LLC name is “Speedy Delivery Services, LLC”, but during your search, let’s say you find a “Speed Delivery Services, LLC”, or you find a “Super Speedy Delivery Services, LLC”. Again, these names are too similar, therefore your desired LLC name would not be available for use. An example of an alternative name would be “At Your Door Quick, LLC”. Takeaways. As you can see, just filing your paperwork with your desired LLC name is not as straightforward as you may have originally thought. The most important takeaways from showing you all these examples are as follows: it’s important to make sure your name is truly unique and not too similar to the names of existing organized entities; if your desired LLC name is unavailable for use, either by its exact match already being used, or by it being too similar to an existing name, we recommend using some creativity and coming up with a variation of your original LLC name, so that the name is now unique and is “distinguishable”, and stands apart from other businesses. Some additional tips to think of when creating your LLC name are: Make your LLC name easy to spell. You want to make sure people can find you when they’re looking for you. Make your LLC name short. Shorter names are easier for people to remember. Make your LLC name have a positive connotation. Leave people with a good feeling when they hear about your business. You are now ready to search your desired LLC name against the State’s online database. We showed you a number of examples where the desired LLC names were not available for use, but don’t worry. In the next part of this video, we will provide plenty of examples of names that are available for use, so that you can best understand the database and the results that you see. Let’s head over to the State’s online database. The link below this video will take you there. Here we are at the State’s Division of Corporations website. Although the 1st part of this video showed many examples of distinguishability, the New York website does most of the work for you. We showed you all of those examples and took the time to explain distinguishability so you fully understood the rules. Now, let’s take a look at how to search your desired LLC name. The 1st thing to note is that you only be able to run this search Monday through Friday from 6:00am to 7:30pm EST. Again, that’s Monday through Friday, 6:00am to 7:30pm EST. You cannot do it after 7:30pm on the weekdays, and this is not available on the weekends. Instead of doing a regular database search which is over here under “Database Searches” (this requires a lot of manual work and it does not fully search distinguishability), we’re going to let the state’s intelligent online information database do the work for us. So if you scroll down a little bit on the page, underneath “Select Links”, underneath “Online Filing”, you’ll see “LLC Formation”. What we’re going to do, is we’re going to initiate the online formation of your LLC, but we’re not going to proceed with the filing yet. You’ll do so in a later Lesson. We’re just going to use the LLC formation link as a distinguishability filter. Let’s take a look so I can explain. Under “Online Filings”, go ahead and click “LLC Formation”. Then on the next page (under “Online Filings”), click “Domestic Business Corporation and Domestic Limited Liability Company”. On the next page, click the 2nd link that says “Articles of Organization for a Domestic Limited Liability Company”. Again, what we’re pretending to do here is initiate the formation of the LLC. The State’s online website is very intelligent here in that it will not let you proceed if the name is not distinguishable. Before we look at a few examples, there are some important points about how to enter your LLC name in the search field here. You need to enter the name exactly as you desire it. That includes proper capitalization, punctuation, the “LLC” or “L.L.C.” designator, as well as the comma that appears before the designator. Now the comma is optional, so you can include one if you’d like, or you can leave it out if you prefer. Now, I’ll show you what I mean in just a second. Let’s take a look at 2 examples. Let’s first look at a name that does not pass the filter. I’m going to enter this name exactly as I would desire it. The name of this sample company is “Empire State Acquisitions, LLC”. You can see here that this is properly capitalized. I have “LLC” in all caps as the designator, and you can see I have a comma after “Acquisitions” (that’s the comma I was referring to). Again, that is optional, so you can leave it in if you’d like or just not include a comma if you prefer. Once I have the desired name entered, I’m going to click the “Continue” button on the right. The database is now running its search, and you can see here in red it says “The proposed entity name is unacceptable for reasons listed below. Please revise the proposed name and click Continue or click Cancel to return to the main filing page. You’ll notice down here the “Name Availability Determination” is it’s already found an existing LLC (“Empire State Acquisitions, LLC”) in all capital letters, but because those names are very similar, they’re not distinguishable and therefore you can’t proceed with this name. You have to make changes in order to make the name more unique. Let’s now take a look at our 2nd example which is going to be a name that will be distinguishable and will pass the State’s filter. In the Name Box, I’m going to delete everything here, and I’m going to paste in my 2nd example company. This one is called “Buffalo Computer Services, LLC”. I’m going to then click “Continue” at the bottom. The state is now searching its databases, and you can see it’s actually now letting me proceed and I can begin the online filing. Now remember, you’re not going to proceed with this online filing. There are some important information we need to teach you first, but will show you how to do this in a later Lesson. We’re just using this to make sure that the name is distinguishable, so if you search an LLC name and then you’re allowed to file it, online that means the name is distinguishable. If your desired LLC name is not distinguishable, the State will not let you proceed with the online filing. Again, this is just a much easier way to search your desired LLC name versus browsing the database and figuring out distinguishability on your own. We hope these examples were helpful for you. However, if you have any additional questions about distinguishability, the State’s database, or your desired LLC name, you can contact the State at the phone number found below this video. Once you find a name that is unique and distinguishable, remember to let you go ahead and do the online filing. You can then proceed to the next Lesson. This now concludes the Name Research Lesson. Thank you.

Division of Corporations: Search the name database

Search your desired New York LLC name against existing businesses in the state to make sure your LLC name is “distinguishable” (unique):

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Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.

19 Comments

ClairApril 30, 2018

Dear Matt,

Thank you very much for all provided information and your help, we highly appreciate this!

Is it possible to set up an LLC if I’m a foreigner, I don’t have SSN? I would like to make some real estate investments and later will do some advisory work. If my real estate portfolio will be located in different states (FL, NY, CA) my LLC can be set up in FL for example? If I’m not currently based in US and don’t have permanent address in US, what should be done?

Hi Clair, yes, you can. There are no residency or citizenship requirements to forming an LLC in the USA. You’ll be doing business in the state(s) where the properties are located, so you’ll want to form the LLC their. For the EIN application, you won’t be able to apply online without an SSN or ITIN, however mail or fax Form SS-4 to the IRS. On line 7b, just write “Foreign” and you’ll be good to go. Hope that helps!

If one of the purposes for forming an LLC for a rental property is to limit the liability of the owner, why we have to transfer the deed from the owner to LLC? Let’s say if there’s some serious liability issue occurs in that rental property, and LLC get sued, would it affect that rental property which deed is under the LLC? I’m kinda confused…

Hi Sharon, in order to get the protection of the LLC, the asset must be owned by they LLC… hence the deed transfer. You have to “connect” the LLC to the real estate. And yes, the property is an asset of the LLC, so you’re correct. However, the purpose of the LLC is protect your personal assets… and any other business assets from that business/property owned by the LLC. Hope that helps.

I started an LLC in 2012, however I realized that I never followed through with the newspaper filings required by NY. I recently searched on NYS web site and there is a record record of the name and it shows it”s “Current Entity Status as is active. Any suggestions as to what to do??

Hi Neal, your LLC is technically not in good standing (although active), so you can take care of the newspaper publication requirement at any time. Once completed, the LLC will be in good standing. Hope that helps.

I’ve just submitted a full payment towards forming a multi member LLC (Be4ipo). Also my partners name was asked for in the beginning of the process, however after finalizing everything I do not see his information anywhere. I wanted to send him some kind of confirmation. I understand that the operating agreement determines all. Does that mean he does not need to show up here?

Hi Enrique, LLC Members are not listed in the New York Articles of Organization. Where you saw your name was for the LLC Organizer. We recommend signing a Statement of LLC Organizer (you stepping down as Organizer and appointing you and your partner as the LLC Member) and signing an LLC Operating Agreement. Hope that helps.

Hi Matt, Hope you are well. I’m trying to check if a name is available for an LLC but it looks like the links have changed under “LLC formation” tab on the https://www.dos.ny.gov/corps/contact.html – if you can please let me know where I should search? Thank you for your help. +Elizabeth

Can you provide guidance on changing from a DBA to an LLC? I know it’s not a “conversion”, in the strictest sense of the word, but I’m not sure how to switch, for lack of a better word. Do I simply get a new EIN, follow the customary steps to form the LLC with the state, and then terminate the DBA? What about the funds in that dba bank account etc.?

Hey Ray, just to clarify, it’s more helpful to refer to your DBA as a Sole Proprietorship and not a DBA. The DBA is just a nickname for you (aka your Sole Proprietorship). We’ve written about this here: changing form Sole Proprietorship to an LLC. Also, don’t get an EIN until after your LLC is approved. Hope that helps!

Thanks for the great video! When I try to check my chosen LLC name, I don’t get a message saying that the name is not acceptable & I don’t get a new window with Articles of Organization form either. Instead, I receive the following message:

“The proposed entity name may not be acceptable for the reason(s) listed below. If after reading the WARN message(s), you determine that the name is acceptable, you may click the Save and Continue button to proceed with this filing. If you determine that the name needs to be revised, you may enter a new name above and click Save and Continue to proceed with the filing.” However, there are no any WARN messages below this text, so I am confused. Does this mean the name is ok or not?

In addition, when I search for the same name but just removing one of the words from the name (which in my opinion would make the name less distinguishable), then I get the message “This name is accepted”.

Hi Ivana, you’re very welcome! It sounds like you’re talking about the search feature built into the NY LLC online filing. However, we recommend searching the database as linked above on this page. This will help you determine if your New York LLC name is distinguishable. Hope that helps!

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